BIOSPHERE
DEVELOPMENT CORP

    (BAHAMAS)

    


    BIOSPHERE
TECHNOLOGY LICENSE

    AGREEMENT

    


    License
number BTLA-20071R

    


    awarded
to

    


    "NORTHWEST
LAWYER AGENCY" 

    August
17th
2007

    


    Biosphere Development Corp hereby
licenses NORTHWEST LAWYER AGENCY on a nonexclusive basis for an initial
period of 5 years with subsequent rollover options for further 5 to 10 year
periods. NORTHWEST LAWYER AGENCY agreed to purchase three (3) x
6MW/hr Biosphere Process System’s as of the date of this licence for the purpose
of marketing, selling, leasing and operating Biosphere Process Systems in the
Russia. This licence provides that any developments, modifications, alterations,
enhancements and/or improvements arising from or as a result of this licence in
any format from the actions of  NORTHWEST LAWYER AGENCY  are
and shall remain at all times the sole property of Dr CA McCormack, and that
McCormack shall retain all other rights to the Biosphere System Technology in
accordance with the contractual agreements between McCormack and Biosphere
Development Corp (Bahamas).

    


    Dr. CA
McCormack, Chairman

    Biosphere
Development Corp

    P.O. Box
13277 Cable Beach

    Nassau
Bahamas.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

    


    This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on August 17th 2007
by Biosphere Development Corp (Bahamas) (hereinafter referred to as "BDC") a
Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under the
Bahamian International Business Companies Act, 2000, with an address at P.O. Box
13277 Cable Beach Nassau Bahamas, to "NORTHWEST LAWYER AGENCY" 
(hereinafter referred to as "RUSSIAN COMPANY") its owners, subsidiaries,
affiliates, successors and or assigns, a corporation incorporated under the laws
of Russia.

    


    the
thereinafter collectively referred to as "the Parties".

    


    The
Parties acknowledge that Dr. CA McCormack (MCCORMACK) has developed and owns a
proprietary system, the Biosphere ProcessÔ System, the design and all
components thereof and associated know how developed prior to the execution of
this BTLA or during the course of the operation of this BTLA, which MCCORMACK
has assigned to BDC for purposes of commercial marketing, manufacturing and
development (hereafter "System" or "Systems"). The Parties further acknowledge
and declare that MCCORMACK is a third party beneficiary to this
Agreement.

    


    BDC
hereby permits RUSSIAN COMPANY, on the basis of this BTLA, and RUSSIAN COMPANY
hereby acknowledges all of the obligations of this BTLA by which RUSSIAN COMPANY
is allowed non-exclusive use of the Biosphere technology and documentation for
the purpose of marketing, selling, leasing and operating Systems in the licensed
Countries. The Parties agree that this BTLA is given by BDC to RUSSIAN COMPANY
solely and only for the purpose of marketing, selling, leasing and operating
Systems and that all plans, designs, and engineering, and any developments,
modifications, alterations, enhancements and/or improvements arising there from
as a result of this BTLA’s operation or arising in any format from the actions
of RUSSIAN COMPANY are and shall remain at all times the sole property of
MCCORMACK and that MCCORMACK shall retain all other rights to the System in
accordance with the assignment provided by MCCORMACK to BDC.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:

    


    
      	
              1.

            	
              Disclosure:

            


    

    


    BDC
hereby permits access by RUSSIAN COMPANY to such technological information as is
needed for RUSSIAN COMPANY to sell, lease and or operate Biosphere Process
Systems.


    
      
         


      

      
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              2.

            	
              Consideration
      for Permit.

            


    

    


    BDC
grants this license for a period of five years in return for: The purchase of 3
biosphere process systems with a combined value of USD$30,000,000 payable in
three equal instalments as follows:

    i) 50%
payment upon completion and adoption of fully notarised design specifications as
certified both in China and Russia. Certification in China will be conducted by
Biosphere & Yankuang. Adoption and certification in Russia will be by the
Federal Agency on Ecological and Nuclear Monitoring. Biosphere will deliver
preliminary blue prints, designs and specifications to RUSSIAN COMPANY within 90
days of the date of this license and thereafter the parties hereto will use all
best efforts to arrive at an acceptable and certifiable design to Russian
standards.

    ii) 25%
when the systems are consigned CIF a Chinese port enroute to
Russia,

    iii) 25%
when the systems are installed and commissioned to the satisfaction of RUSSIAN
COMPANY’S engineering team.

    


    
      	
              3.

            	
              Manufacturing.

            


    

    


    Biosphere
Development Corp agrees to review its manufacturing agreements in China to
provide for additional Biosphere Process System(s) to RUSSIAN
COMPANY  after the successful commissioning of these first three
systems.

    


    
      	
              4.

            	
              Representations
      and Warranties.

            


    

    


    The
Parties represent warrant and covenant as follows:

    


    A.           Title; Infringement.
BDC enjoys good and marketable title and rights to the System, including the
copyright to the System, and has all necessary rights to enter into this BTLA
without violating any other agreement or commitment of any sort. BDC does have
outstanding agreements and understandings, written and oral, concerning the
System design with a number of manufacturers. The System does not infringe or
constitute a misappropriation of any trademark, patent, copyright, trade secret,
proprietary right or similar property right.

    


    B.           Authority Relative to this
BTLA. This BTLA is a legal, valid and binding obligation of the Parties.
No consent or approval by any person or entity or public authority is required
to authorize or is required in connection with the execution, delivery or
performance of this BTLA by the Parties.

    


    
      	
              5.

            	
              No
      Brokers.

            


    

    


    All
negotiations relative to this BTLA have been conducted by BDC directly with
RUSSIAN COMPANY, without the intervention of any third person(s), and in such
manner as to not give rise to any valid claim against the Parties hereto for
brokerage commissions, finder's fees or other like payments.


    
      
         


      

      
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              6. 

            	
              Consents, Further
      Instruments and Cooperation.

            


    

    


    RUSSIAN
COMPANY and BDC shall each use their respective best efforts to obtain the
consent or approval of each person or entity, if any, whose consent or approval
shall be required in order to permit it to consummate the transactions
contemplated hereby, and to execute and deliver such instruments and to take
such other action as may be required to carry out the transactions contemplated
by this BTLA. BDC shall execute, or cause its employees and agents to deliver,
any required material or other similar document or instrument, following RUSSIAN
COMPANY'S reasonable request. RUSSIAN COMPANY will execute and record all other
instruments required from time to time by BDC or MCCORMACK, including but not
limited to the execution and recordation of documents evidencing the rights and
title of BDC or MCCORMACK in and to the Systems.

    


    
      	
              7. 

            	
              BDC's
      Use of the Systems

            


    

    


    BDC
retains hereby and by way of its assignment from MCCORMACK all rights whatsoever
in the System and does retain the right to use the System, or any material
relating to the System for any purpose, personal, commercial, or otherwise.
RUSSIAN COMPANY and BDC furthermore shall maintain all information relating to
the System or use of the System in confidence and shall have the right to
disclose any aspect of the System to any third party without the prior written
consent of McCormack. RUSSIAN COMPANY agrees not to participate in any
activities relating to development, marketing or sale of the System or competing
technologies that would compete, directly or indirectly, with BDC's marketing or
distribution of the System unless otherwise permitted in writing, in advance,
from BDC.

    


    
      	
              8.

            	
              No
      Assignment.

            


    

    


    RUSSIAN
COMPANY may not assign this BTLA or any obligation herein without the prior
written consent of BDC, which will not be unreasonably
withheld.  RUSSIAN COMPANY is not restricted from assigning portions
of its obligations to subsidiaries while in the process of purchasing and
operating additional systems, nor is RUSSIAN COMPANY restricted from
sub-contracting with companies in its normal course of business, in order to
remain competitive, as referenced in Section 9. This BTLA shall be binding upon
and inure to the benefit of the Parties named herein and their respective heirs,
executors, personal representatives, successors and assigns. RUSSIAN COMPANY may
not assign this BTLA or any part hereto


    
      
         


      

      
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              9.

            	
              Entire
      Agreement.

            


    

    


    This BTLA
contains the entire understanding of the Parties, and supersedes any and all
other agreements presently existing or previously made, written or oral, between
RUSSIAN COMPANY and BDC concerning its subject matter. This BTLA may not be
modified except in writing and signed by both Parties.

    


    
      	
              10.

            	
              Return
      of Documentation and
records.

            


    

    


    RUSSIAN
COMPANY when requested by BDC, will deliver to BDC all copies of all documents
relating to the services performed, including subcontractor bids, test results,
laboratory analyses, plans, blue prints, designs, and architectural drawings,
and shall maintain a complete documentary record of any and all activities
performed under this agreement. RUSSIAN COMPANY shall maintain true and correct
records and catalogues in connection with each service performed and all
transactions related thereto and shall retain all such records for twenty-four
(24) months after the end of the calendar year in which the last service
pursuant to this Agreement was performed before returning all such records to
BDC. All records including test results, laboratory analyses, plans, blue
prints, designs etc, shall be maintained for BDC by RUSSIAN COMPANY in. a
suitably secure fashion so as to avoid their unintended dissemination to
unrelated third parties or competitors of BDC. RUSSIAN COMPANY is expressly
forbidden from
providing any information, documentation, designs, plans or operating
information to any third party without the express written consent of both
MCCORMACK and BDC.

    


    
      	
              11.

            	
              Severability.

            


    

    A.           This
Agreement shall be interpreted and construed according to, and governed by, the
law in force in the Special Administrative Region of Hong Kong PRC, and the
parties irrevocably submit to the non-exclusive jurisdiction of the courts of
Hong Kong for determining any dispute concerning this agreement.

    


    B.           If
any provision of this BTLA is declared by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions of this BTLA
nevertheless will continue in full force and effect without being impaired or
invalidated in any way.

    


    C.           In
any action or proceeding to enforce rights under the agreement, the prevailing
party will be entitled to recover its costs and attorneys'
fees.


    
      
         


      

      
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              12.

            	
              Notices.

            


    

    All
notices, requests, demands, and other communications hereunder shall be deemed
to have been duly given if delivered or mailed, certified or registered mail
with postage prepaid:

    


    
      
        	
                If
      to RUSSIAN COMPANY:

              
	 
      	
                Chipugov
      Alaxander Alexandrovich

              
	 
      	
                General
      Director

              
	 
      	
                Northwest
      Lawyer Agency

              
	 
      	
                St
      Petersburg 191036

              
	 
      	
                3
      Sovetskaya Street, 7

              
	 
      	 
      
	
                Tel

              	
                +7
      812 717 0471

              
	
                Fax

              	
                +7
      812 7170488

              
	
                Email.

              	
                servis-plyax@list.ru

              
	 
      	 
      
	
                If
      to BDC:

              	
                Dr.
      CA McCormack

              
	 
      	
                Chairman

              
	 
      	
                Biosphere
      Development Corp

              
	 
      	
                P.O.
      Box 13277 Cable Beach

              
	 
      	
                Nassau
      Bahamas.

              
	
                Tel

              	
                +1
      561 892 7930

              
	
                Fax

              	
                +1
      561 459 3813

              
	
                Email

              	
                drca2005@msn.com

              


      

    

    


    
      	
              13.

            	
              Relationship
      of the Parties.

            


    

    


    The
relationship between RUSSIAN COMPANY and BDC under this BTLA is that of
Permittee and Permitting Party. Nothing in this BTLA is intended to be construed
so as to suggest that the Parties hereto are partners or joint ventures, or that
either Party hereto or its employees are the employee or agent of the other.
Except as expressly set forth herein, neither RUSSIAN COMPANY nor BDC has no
authority and neither express nor implied right or authority under this BTLA to
assume or create any obligations on behalf of or in the name of the other or to
bind the other to any contract, agreement or undertaking with any third
party.

    


    
      	
              14.

            	
              Headings.

            


    

    Headings
used in this BTLA are provided for convenience only and shall not be used to
construe meaning or intent.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have executed this BTLA the 29th day of
September 2007.

    


    FOR
Biosphere Development Corp (Bahamas)


    


    
      
        
          
            	
                    BY:

                  	 
      	 
      	
                    Witness:

                  	 
      
	 
      	
                    Dr.
      CA McCormack

                  
	 
      	
                    Chairman

                  
	 
      	
                    Biosphere
      Development Corp

                  
	 
      	
                    P.O.
      Box 13277 Cable Beach

                  
	 
      	
                    Nassau
      Bahamas.

                  
	 
      	
                    For
      and on behalf of Biosphere Development Corp
  (Bahamas).

                  


          

        

      

    

    


    FOR:   Northwest
Lawyer Agency (Russia)

    


    
      
        
          
            	
                    BY:

                  	 
      	 
      	
                    Witness:

                  	 
      
	 
      	 
      
	 
      	
                    Chipugov
      Alaxander Alexandrovich

                  
	 
      	
                    General
      Director

                  
	 
      	
                    Northwest
      Lawyer Agency

                  
	 
      	
                    St
      Petersburg 191036

                  
	 
      	
                    3
      Sovetskaya Street,
7

                  


          

        

      

    

    


    And now
enter Dr. CA McCormack who signifies acceptance of all of the undertakings and
obligations of this BTLA in his favour as third party beneficiary
thereof.

    


    
      
        
          
            	 
      	 
      	
                    Witness:

                  	 
      
	
                    Dr.
      CA McCormack

                  	 
      	 
      	 
      


          

        

      

    

     

    
      
         


      

      
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